Hendon Partners
Seller Guides

The Home Care M&A Process: A Step-by-Step Guide from Decision to Close

Neli Gertner
#process#sell#M&A#home-care#timeline

Understanding the home care M&A process before you begin it is one of the most powerful advantages a seller can have. The buyers you will engage have run this process dozens or hundreds of times. Their advisors, accountants, and attorneys know every step precisely. You will run this process once.

This guide demystifies the process from end to end — giving you the knowledge to engage as an informed participant, anticipate what comes next, and avoid the surprises that cost sellers money and deals.


Step 1: Deciding to Sell — And What to Do Before Engaging Anyone

The decision to sell your home care agency is personal, financial, and strategic. Before you speak to any buyer or advisor, clarity on three questions dramatically improves your outcome:

Why are you selling? Burnout, retirement, estate planning, a desire to take chips off the table, health, family — there is no wrong answer. But your motivation affects your timeline, your flexibility on price vs. certainty, and whether a full sale or majority recap is the right structure.

What do you need to walk away with? Model your post-tax, post-close requirements: retirement income needs, debt payoff, charitable goals. This gives you a realistic minimum threshold before any process begins.

Is the business ready? The most common preparation gaps that reduce value: disorganized financials, an absent or thin management team, unresolved compliance issues, and high revenue concentration. The best time to fix these is 12–24 months before you engage.


Step 2: Engaging a Specialized M&A Advisor

The single most high-leverage decision you will make in your exit is whether to engage a specialized advisor — and which one.

What to look for:

  • Exclusively or primarily focused on home-based care (hospice, home health, personal care, IDD, behavioral health)
  • Demonstrable closed transaction history (10+ home care transactions in the past 3 years)
  • Sell-side only representation (no buyer representation conflicts)
  • Active buyer network covering PE platforms, strategic acquirers, and national operators
  • Transparent fee structure (transaction fee of 3–6% is standard for home care)

The engagement letter: The advisor engagement defines scope, exclusivity, fee structure, tail period, and expenses. Review it carefully with your M&A attorney before signing.


Step 3: Pre-Sale Preparation and Positioning

This phase typically runs 4–8 weeks after engagement. It is invisible to buyers but foundational to outcome.

Financial preparation: Your advisor works through EBITDA normalization — identifying all legitimate add-backs to produce your adjusted EBITDA, the number buyers will use to value the business. Every add-back requires documentation.

Confidential Information Memorandum (CIM): The CIM is the primary document buyers use to evaluate your business and build their financial models. It includes:

  • Business overview and history
  • Service lines and geographic markets
  • Financial summary (3 years + TTM)
  • EBITDA bridge (reported → normalized)
  • Operations overview
  • Management team bios
  • Growth opportunities
  • Transaction thesis

The CIM positions your business in its most accurate and compelling light. A well-crafted CIM does more work than almost any other element of the process.

Financial model: Your advisor builds an Excel-based financial model that buyers can use to underwrite the transaction. This typically includes historical P&L, revenue by payer and service line, a working capital model, and a simple returns analysis.

Buyer list development: Your advisor develops a comprehensive list of every qualified buyer in the home care M&A market relevant to your business — organized by buyer type, geography, acquisition history, and current platform needs.


Step 4: Market Launch and Buyer Outreach

With materials ready, your advisor contacts the full buyer list simultaneously.

The blind teaser: A one-to-two page document describing the opportunity without identifying the seller. It includes enough detail (market, service line, revenue range, EBITDA) for buyers to assess preliminary interest.

NDA execution: Interested buyers sign a confidentiality agreement before receiving the full CIM. Your advisor manages the NDA process and tracks who has signed.

CIM distribution: Credentialed buyers receive the full CIM. Your advisor fields initial questions and maintains engagement.

Typical timeline: 2–4 weeks from launch to NDA execution wave.


Step 5: Management Presentations

Buyers who reviewed the CIM and want to advance request a management presentation — a 60–90 minute video call (sometimes in-person for larger transactions) where you present the business and answer buyer questions.

Preparation: Your advisor will conduct mock presentations to prepare you for the range of questions buyers will ask: census trends, referral dynamics, compliance history, key employee retention, growth plans.

Who attends: You, your key management (CFO or billing manager, clinical director, operations manager), and your advisor. Buyers typically bring 2–4 people including deal lead, analyst, and sometimes a portfolio operating partner.

Objective: Build buyer confidence in the business and in the management team. Buyers are not just buying cash flow — they are evaluating whether they can work with you and your team through due diligence and after close.

Typical timeline: 3–5 weeks; usually 6–15 management presentations.


Step 6: Indication of Interest (IOI) and Letter of Intent (LOI)

Indications of Interest (non-binding): After management presentations, buyers submit non-binding indications of interest specifying valuation range, structure, and key assumptions. Your advisor compares IOIs and identifies the 2–5 most competitive buyers to advance.

Final Letter of Intent: The top buyers are invited to submit final LOIs — more specific, execution-ready offers. Your advisor reviews all final LOIs in detail, comparing:

  • Headline enterprise value
  • Working capital peg and mechanism
  • Deal structure (asset vs. stock, earnout, rollover)
  • Exclusivity period requested
  • Buyer close certainty (financing, existing portfolio, bid history)

LOI negotiation: Your advisor negotiates with the preferred buyer to improve terms before you grant exclusivity. This phase determines the terms you will defend throughout due diligence.

LOI execution: Once both parties sign the LOI, the exclusivity period begins. You are now committed to working exclusively with this buyer.

Typical timeline: 3–6 weeks.


Step 7: Due Diligence

Due diligence is the buyer’s thorough investigation of your business. It runs concurrently with purchase agreement negotiation (next step).

Who is involved on the buyer side:

  • Quality of Earnings (QoE) accountants — financial analysis
  • Healthcare regulatory attorney — compliance and licensure review
  • Operational consultant — sometimes, for larger transactions
  • Environmental and insurance consultants — if applicable

What they review:

  • Financial statements, tax returns, A/R aging, working capital
  • Medicare/Medicaid certification and cost reports
  • State licensing and inspection history
  • HR and caregiver records
  • Technology systems and contracts
  • Material vendor and payer contracts
  • Litigation and legal matters

The virtual data room: All due diligence materials are organized in a secure online portal. Your advisor manages access, tracks what has been uploaded, and fields buyer requests.

Common due diligence findings:

  • EBITDA restatements (QoE produces different normalized EBITDA than CIM)
  • Compliance issues previously not disclosed
  • Revenue concentration risks
  • A/R collection quality below expectations
  • Management team hiring needs

These findings generate renegotiation requests. Your advisor manages these conversations.

Typical timeline: 45–90 days.


Step 8: Purchase Agreement, Regulatory Approvals, and Close

Purchase Agreement (APA or SPA): The buyer’s attorneys draft the definitive purchase agreement. Key provisions (structure, representations and warranties, indemnification, working capital mechanism, non-compete terms) are negotiated over 3–6 weeks.

Regulatory approvals (CHOW): Change of Ownership applications for Medicare, Medicaid, and state licenses are filed — ideally shortly after LOI execution. CHOW timelines vary significantly by state and license type.

Closing mechanics:

  • Attorneys do a pre-close walkthrough of all conditions and documents
  • A closing date is set when all conditions are satisfied
  • Wire instructions are confirmed (through secure communication channels — be alert to wire fraud attempts)
  • Closing calls execute the final documents
  • Buyer’s bank wires the purchase price

Proceeds receipt: The purchase price wire typically clears within 24–48 hours of closing. Some proceeds may go to escrow (typically 5–15% for a defined indemnification period).


The Process Works When You Are Prepared

The home care owners who achieve the best outcomes are those who enter the process prepared — financially, operationally, and personally. They know what the process looks like, they trust their advisors to manage the buyer dynamics, and they stay focused on running the business through close.

The worst outcomes come from owners who are surprised at each step, who negotiate reactively, or who make emotional decisions under pressure from buyers who have run this process many times before.

Contact Hendon Partners to begin your process →


Hendon Partners is a specialized home care M&A advisory firm. We guide owners through every step from initial decision through funded close.

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